We are 3 founding partners in an early stage start up. We are all good friends, and just started to negotiate an equity agreement. Our goal is to be fair, but also be fundable, as we will be needing capital.
Keep in mind that we are also working on finding a CTO that we will offer a co-founders position to.
Founder #3 has also requested an anti-dilution clause that will not allow his stock to dilute less than 5%. So if he had a 15% equity share, his stock would not dilute any further then 5%.
Is the anti-dilution clause something we should consider?
Please see Joel's excellent answer here: Forming a new software startup, how do I allocate ownership fairly? I don't see why anybody should get anti-dilution in your case. The few times I see it, it's usually when the company is started using university IP, and the university gets a small undiluted stake (2% - 5%) as partial consideration for the IP. Anti-dilution, basically, says that the stockholder gets a small cut of every future fundraising. It's unclear from your description why the founder deserves that. If he's going to be contributing to the ongoing success of the company, then grant him stock that vests over time.